Welcome to our dedicated page for ARCELLX SEC filings (Ticker: ACLX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Arcellx, Inc. filings document the company's completed acquisition by Gilead Sciences and the related changes to its public-company status. The Form 8-K record covers completion of the transaction, material-event disclosure, capital-structure matters, and prior operating and financial results.
Arcellx's later regulatory record includes a Form 25 for removal of its common stock from Nasdaq listing and registration, followed by a Form 15 terminating or suspending Exchange Act reporting obligations for the class of securities. These filings establish the company's transition from a Nasdaq-listed biotechnology issuer to a wholly owned subsidiary with one holder of record.
Arcellx, Inc. stockholder Rami Elghandour filed an amended Schedule 13D reporting beneficial ownership of 3,938,771 shares of common stock, representing 6.4% of the class, including shares underlying options and certain family trusts.
The filing discloses that Arcellx entered into a Merger Agreement with Gilead Sciences, Inc. and a Gilead subsidiary. Gilead’s subsidiary will launch a tender offer to acquire all outstanding Arcellx shares for $115.00 in cash per share plus one contingent value right (CVR) providing a potential additional $5.00 in cash upon achievement of a specified milestone. Shares accepted in the offer and shares converted in the subsequent merger will receive the same package.
Options with exercise prices below the cash amount will be cashed out for the in-the-money value plus one CVR per underlying share, while out-of-the-money options will be canceled. Restricted stock units will be converted into cash based on the $115.00 amount plus one CVR per underlying share. Elghandour and other key holders entered into tender and support agreements committing to tender their shares and, if needed, vote in favor of the merger, subject to limited exceptions.
Arcellx, Inc. agreed to be acquired by Gilead Sciences through a tender offer followed by a merger. Holders of Arcellx common stock will be offered $115.00 in cash plus one contingent value right (CVR) per share, with each CVR paying $5.00 in cash if cumulative worldwide sales of anito-cel reach $6.0 billion by December 31, 2029.
The tender offer must secure more than 50% of outstanding shares and satisfy antitrust and other customary conditions; it is not subject to a financing condition. Support agreements cover approximately 10.3% of Arcellx shares, and Gilead already owns about 11.5%. A $260 million termination fee may be payable in certain circumstances.
The U.S. FDA has accepted the Biologic License Application for anito-cel, a BCMA-targeting CAR T-cell therapy for relapsed or refractory multiple myeloma, with a Prescription Drug User Fee Act (PDUFA) action date of December 23, 2026.
Gilead Sciences, through wholly owned Purchaser Ravens Sub, Inc., announced a proposed acquisition of Arcellx, Inc. The offer contemplates $115.00 per share in cash plus one contingent value right (CVR) that would pay $5.00 upon achievement of a specified milestone under a CVR agreement, pursuant to an Agreement and Plan of Merger dated February 22, 2026.
The tender offer has not commenced; the communication is a preliminary solicitation and states that final tender offer materials, including a Schedule TO and Arcellx’s Schedule 14D-9, will be filed with the SEC when the offer begins.
Gilead Sciences has disclosed an 11.5% beneficial stake in Arcellx, holding 6,720,803 shares of common stock out of 58,464,222 shares outstanding as of February 19, 2026. Gilead previously invested $100.0 million and $200.0 million in Arcellx through stock purchases at $28.75 and $61.68 per share.
Gilead now plans to acquire all remaining Arcellx shares through a tender offer and merger. Arcellx stockholders would receive $115.00 in cash per share plus one contingent value right worth up to $5.00 in cash if a specified milestone is achieved, implying up to $120.00 per share.
The total cash required for the offer, merger and related funding is approximately $7.8 billion, with up to an additional $0.3 billion if the contingent value right milestone is met. Certain major Arcellx holders, representing 6,033,683 shares, have agreed to support and tender into the planned offer.
Gilead Sciences entered into a merger agreement to acquire Arcellx through a tender offer for $115 per share plus one contingent value right (CVR). The Offer will initially remain open for a minimum of 20 business days and is subject to customary closing conditions, including obtaining antitrust clearances.
The CVR entitles holders to $5.00 if cumulative worldwide sales of Arcellx’s anito-cel exceed $6,000,000,000 on or prior to December 31, 2029. Support agreements cover approximately 10.3% of outstanding shares as of February 19, 2026.
ACLX submitted a Section 144 notice reporting proposed sale activity and a recent transaction. The filing lists 15,340 Restricted Stock Units to be sold with an award date of 01/03/2026. It also reports that Michelle Gilson sold 11,291 common shares on 02/17/2026 for $784,782.47.
Arcellx, Inc. chief financial officer Michelle Gilson reported multiple transactions in the company’s common stock. On February 19, 2026, she executed open-market sales totaling 8,384 shares at weighted average prices between $67.09 and $69.04, with a portion described as a broker-assisted sale to satisfy tax withholding obligations related to vested restricted stock units. On January 3, 2026, she acquired 15,340 shares through an option exercise at $0.00 per share. After these transactions, she directly owned 45,157 shares of Arcellx common stock.
Arcellx, Inc. Chief Financial Officer Michelle Gilson exercised 20,496 shares of common stock on January 2, 2026 through a derivative conversion. On February 17, 2026, she sold a total of 11,291 shares in broker-assisted open-market transactions to satisfy tax withholding from vested RSUs, at weighted average prices of $69.2103 and $70.0125. After these transactions, she directly owned 53,541 shares of Arcellx common stock.
Arcellx, Inc. received an amended Schedule 13G from RA Capital entities and principals reporting their ownership of the company’s common stock as of December 31, 2025. The filing shows beneficial ownership of 1,267,156 shares, representing 2.2% of Arcellx’s outstanding common stock.
The shares are directly held by RA Capital Healthcare Fund, L.P., with RA Capital Management, L.P. acting as investment adviser and Peter Kolchinsky and Rajeev Shah as controlling persons of the relevant general partners. The ownership percentage is based on 57,822,871 shares outstanding as of October 21, 2025. The reporting persons state the securities are not held for the purpose of changing or influencing control of Arcellx and expressly note that they are not acting as a group.